Membership Agreement

This Membership Agreement (the "Agreement") is effective as of the date You accept it (the "Effective Date") and is entered into by and between the undersigned individual ("Member" or "You") and Marvelous, Inc., a Delaware corporation located at 722 California Ave. Venice, CA 90291 ("Marvelous," "we," or "us"). By joining Marvelous, You are purchasing a membership that provides concierge support, care coordination, and access to medical services delivered by an independent medical practice (the "Membership"). The Parties agree as follows:

1. Your Membership

   1. Your Membership includes professional medical services provided by Rare Medical, an independent medical practice (the “Practice”). The Parties expressly acknowledge and agree that Marvelous is in no way engaged in the practice of medicine and that the independently owned and operated Practice will exclusively provide the Clinical Services. Marvelous provides the membership experience, technology, concierge services, and non-clinical operational support.

   2. Your Relationship with the Practice. When You receive clinical care, the physician–patient relationship is formed directly between You and Rare Medical, under its own consents to treatment. Rare Medical's professional obligations run directly to You and not through Marvelous. Rare Medical is responsible for the Clinical Services and for Your medical record. Rare Medical issues its own Notice of Privacy Practices. You may be asked to review and sign additional documents, including the Practice's consent forms, before receiving clinical services.

   3. As a member of Marvelous, You may receive the following services, provided either by Marvelous or by the Practice as indicated below. Services provided by Marvelous are the “Concierge Services”. Services provided by the Practice are the “Clinical Services”. Marvelous does not provide the Clinical Services.

      1. Concierge Services, provided by Marvelous. Includes, but is not limited to:

         1. Access to the Marvelous concierge team by text message and telephone for scheduling, care coordination, and other non-clinical support;

         2. Coordination of referrals, appointments, medical records transfer, and follow-through on care recommendations, as further described in Schedule A; and

         3. Access to the Marvelous platform for communications and storage of Your membership information (the “Platform”), and scheduling of visits at the CarePod, the mobile care unit operated by the Practice as a place at which it furnishes Clinical Services (the “CarePod”).

      2. Clinical Services, provided by the Practice. Subject to the allotments set out in Schedule A, You may receive in-person medical visits delivered through the CarePod or at Your home, and video visits with a Practice clinician. All Clinical Services, including diagnosis, treatment, prescribing, and clinical triage, are provided by the Practice and its licensed clinicians.

      3. Clinical Triage. Requests that call for clinical judgment are directed to the Practice. Marvelous concierge personnel route requests in accordance with a clinical triage protocol authored by the Practice, and do not exercise clinical judgment. Whether a request calls for clinical judgment is determined under that protocol.

      4. Not for Emergencies. The Marvelous concierge team is not a clinical service and Marvelous personnel are not Your clinicians. Marvelous is not an emergency service and does not monitor messages continuously. If You have a medical emergency, call 9-1-1 or go to the nearest emergency department.

      5. Response Times. Marvelous does not guarantee any particular response time. Clinical availability is determined by the Practice.

      6. Services Beyond Your Allotment. Visits beyond the allotments set out in Schedule A are available at the published rates set out in Schedule A (“Additional Services”). Marvelous will tell You the applicable rate before any Additional Service is furnished. Additional Services that are clinical are ordered and furnished by the Practice.

      7. Household Members. You may add other individuals who reside at Your address to Your Membership at the rate set out in Schedule A. You represent that You are authorized to enroll each individual You add. For a member under 18, the enrolling adult must be that member’s parent or legal guardian. Each member receiving clinical care has a separate medical record held by the Practice, and the Practice obtains each member’s consents to treatment. California law allows a member under 18 to consent to certain care on their own. Where that happens, the Practice holds the records of that care separately, and the account holder does not have access to them.

   4. The Membership Fee is not covered by Your Medicare, Medicaid, or private insurance plan (collectively “Plan”). The Practice may bill Your Plan for Clinical Services it renders, in which case You remain responsible for any applicable copayment, deductible, or other out-of-pocket amount.

   5. Changes to the Concierge Services. Marvelous may update the Concierge Services from time to time. Marvelous will give You clear notice of any material change, together with information on how to cancel, before the change takes effect. The Clinical Services are determined by the Practice. Changes to the Membership Fee are governed by Section 4(e).

2. Membership Fee; Additional Services Fees

   1. Membership Fee. The Membership Fee is set out in Schedule A and is charged as described in Sections 3 and 4. It has two components. The non-clinical component is the price of the Concierge Services and is Marvelous’s own charge. The clinical component is the Practice’s charge for the Clinical Services. As a collection convenience for the Practice, Marvelous collects the clinical component and remits it to the Practice in full, without markup, deduction, or set-off. The clinical component is received and held for the Practice, is not Marvelous’s revenue, and is remitted to the Practice whether or not Marvelous is paid anything. Schedule A itemizes each component.

   2. Additional Services Fees. Additional Services are Clinical Services and are charged at the published rate set out in Schedule A, which is the Practice’s charge. Marvelous will request Your agreement in advance, and collects and remits that charge on the same basis as the clinical component. Based on a visit, a Practice clinician may recommend tests, procedures, or medications that are not included in the Membership Fee and that may be an out-of-pocket cost to You.

3. Payment

   1. Membership Payment. You agree to pay the Membership Fee and each Additional Services Fee (together, the “Fees”) in accordance with the prices and billing terms in effect when the charge arises, together with any applicable taxes. You agree to provide valid payment information and to keep it current. By accepting this Agreement, You authorize Marvelous to:

      1. charge the payment method You provide for all Fees and applicable taxes when due, including the Membership Fee for each month of the Initial Term and for each Renewal Month;

      2. charge another payment method associated with Your account if the method You provided is declined or is no longer available;

      3. share payment information with Marvelous's payment processors and their service providers to the extent necessary to complete a transaction, as described in the Marvelous Privacy Policy; and

      4. use updated payment details supplied by Your card issuer, so that Your service is not interrupted.

      5. No further notice or consent is needed for these authorizations. Marvelous collects the clinical component as agent for the Practice, as described in Section 2(a), and requests Your agreement in advance to any Additional Services Fee, as described in Section 2(b). Marvelous may change its billing methods on notice to You.

   2. Prices, Taxes, and Currency. All prices are shown in U.S. dollars. Applicable taxes and other charges are not included in the prices shown and are added to them. Prices, taxes, and other charges may vary by location. Changes to the Membership Fee are governed by Section 4(e).

   3. No Guarantee of Eligibility. Membership Fees are designed to qualify as eligible medical expenses such that You may pay them with health savings account (“HSA”) funds, flexible spending account (“FSA”) funds, health reimbursement account (“HRA”) funds, or similar funds, but this is not assured or promised. You must confirm HSA eligibility with Your tax advisor, or FSA/HRA eligibility with Your plan coordinator, because Marvelous cannot guarantee medical expense eligibility given factors specific to You.

   4. No Eligibility Determinations. By affirming this Agreement, You alone are responsible and obligated to pay the Membership Fee in accordance with the terms of this Agreement. Marvelous makes no representations that any health insurance or third-party payment plans cover any of the Fees under this Agreement. Furthermore, Marvelous does not provide any eligibility determinations for Members to seek coverage and/or reimbursement from any insurance or payor entity for any Fees under this Agreement.

   5. Late and Failed Payments. If a payment method cannot be verified, is invalid, or is otherwise not accepted, Your Membership may be suspended or cancelled. If a Membership Fee or Additional Services Fee is not paid when due, Marvelous may suspend or terminate Your Membership under Section 4(b). Suspension or termination ends Your entitlement to the Concierge Services and to the visit allotments set out in Schedule A. Marvelous does not direct the Practice's clinical judgment and does not interrupt a course of treatment the Practice has begun. You may continue to be seen by the Practice as its patient on terms You agree with the Practice. If a payment is not successfully made and You do not update Your payment information or cancel, You remain responsible for the amount owed, and You authorize Marvelous to continue to bill the payment method as it may be updated. Marvelous may charge interest on a past due amount only to the extent permitted by applicable law, and may refer an outstanding balance to a third-party collection agency.

   6. Missed Appointments. A scheduled visit that You cancel less than 24 hours beforehand, or do not attend, may be charged at the rate set out in Schedule A. A CarePod or in-home visit commits a clinician and a vehicle to a time and place, and a video visit commits a clinician's time, so a late cancellation or a missed visit is a cost Marvelous and the Practice cannot recover. Where the charge relates to a clinical visit it is the Practice's charge, and Marvelous collects and remits it on the same basis as the clinical component. A missed or late-cancelled visit is charged but is not deducted from Your allotment.

4. Term, Renewal, and Cancellation

   1. Term. This Agreement commences on the Effective Date and continues for an initial period of three (3) months (the “Initial Term”). The Membership Fee for the Initial Term is payable monthly. After the Initial Term, this Agreement continues on a month-to-month basis (each, a “Renewal Month”) until terminated under Section 4(b). The Initial Term and each Renewal Month are together the “Term”.

   2. Termination. You may ask to cancel Your Membership at any time. A cancellation requested during the Initial Term takes effect at the end of the Initial Term. Your Membership runs to that date and the Membership Fee continues to be charged each month until then. A cancellation requested afterwards takes effect at the end of the Renewal Month You are then in. Marvelous may terminate this Agreement on thirty (30) days’ written notice.

   3. How to Cancel. You may ask to cancel online at any time using the cancellation link in Your account, by replying to any Marvelous text message, by email to hello@marvelous.health, or by telephone. No single method is the exclusive means of cancelling.

   4. MINIMUM PURCHASE OBLIGATION AND CONTINUOUS SERVICE. YOUR MEMBERSHIP HAS A MINIMUM PURCHASE OBLIGATION. YOU COMMIT TO AND PAY FOR THREE (3) MONTHS, BILLED EACH MONTH. A CANCELLATION YOU ASK FOR DURING THOSE THREE MONTHS TAKES EFFECT AT THE END OF THE THREE MONTHS, AND THOSE FEES ARE NOT REFUNDED. YOUR MEMBERSHIP RUNS TO THE END OF THE THIRD MONTH AND YOU KEEP EVERYTHING IT INCLUDES UNTIL THEN. AFTER THE THREE MONTHS, YOUR MEMBERSHIP CONTINUES MONTH TO MONTH UNTIL YOU CANCEL, AND THE MONTHLY MEMBERSHIP FEE SET OUT IN SCHEDULE A IS CHARGED TO YOUR PAYMENT METHOD EACH MONTH. YOU MAY CANCEL AT ANY TIME, EFFECTIVE AT THE END OF THE MONTH YOU ARE THEN IN, AS DESCRIBED IN SECTION 4(c).

   5. Changes to the Membership Fee. Marvelous may change the non-clinical component of the Membership Fee. The clinical component is set by the Practice and passed through. Marvelous will give You notice of any change to the Membership Fee not less than seven (7) days and not more than thirty (30) days before the change takes effect, together with information on how to cancel.

   6. Annual Reminder. Once a year Marvelous will send You a reminder, in the way You normally hear from us, setting out what Your Membership covers, how often and how much You are charged, and how to cancel.

   7. Refunds. Membership Fees paid for the Initial Term and for any Renewal Month are not refunded. Any amount Marvelous retains on an early cancellation is limited to the non-clinical component of the Membership Fee; the clinical component is remitted to the Practice as described in Section 2(a). Marvelous commits concierge staffing and CarePod scheduling capacity in advance of and in reliance on the Initial Term, and the Parties agree that the loss to Marvelous from an early cancellation would be impracticable or extremely difficult to determine. The Parties agree that the non-clinical component for the Initial Term is a reasonable estimate of that loss.

5. Electronic Communications. Text message, email, and video are not always secure ways to send health information. Marvelous takes reasonable steps to keep Your communications confidential and secure. For emergencies, see Section 1(c)(iv).

6. Medicare and Medicaid. The Membership Fee is not a covered benefit of Medicare or Medicaid. You agree not to submit the Membership Fee to Medicare or Medicaid for payment, and not to ask Marvelous or the Practice to do so.

7. Limitation of Liability. Marvelous is not liable to You for any indirect, incidental, special, punitive, or consequential damages arising out of or related to this Agreement, even if Marvelous has been advised of the possibility of such damages. Nothing in this Agreement limits or excludes liability for fraud, for willful injury to person or property, for a violation of law, or for any other liability that cannot lawfully be limited. This Section does not apply to the Clinical Services, for which the Practice is responsible.

8. General Provisions

   1. Compliance with Law. Marvelous established the Marvelous membership program with the intent to comply with all applicable laws. This Agreement is interpreted, governed by, and construed under the laws of the State of California, without application of choice-of-law principles. The exclusive venue for any dispute is the state and federal courts located in Los Angeles County, California.

   2. MARVELOUS IS NOT AN INSURER. MARVELOUS IS NOT AN INSURANCE COMPANY, IS NOT A HEALTH CARE SERVICE PLAN, AND DOES NOT PROMISE OR DELIVER UNLIMITED CARE FOR THE MEMBERSHIP FEE. THE MEMBERSHIP FEE COMPRISES THE PRICE OF THE CONCIERGE SERVICES AND THE PRACTICE’S CHARGE FOR THE CLINICAL SERVICES, EACH ITEMIZED IN SCHEDULE A, AND NOTHING FURTHER. UNDER THIS AGREEMENT, MARVELOUS DOES NOT PAY FOR, REIMBURSE, OR ASSUME THE COST OF HEALTH CARE SERVICES PROVIDED BY ANY THIRD PARTY.

   3. Privacy. The Marvelous Privacy Policy describes how Marvelous handles Your information. The Practice handles Your medical record under its own Notice of Privacy Practices.

   4. Entire Agreement. This Agreement constitutes the entire agreement of the Parties regarding the subject matter hereof, and all prior representations of the parties, whether written or oral, are merged herein.

   5. Survival. Any provision of this Agreement which imposes an obligation that extends beyond the termination of the Term will survive the termination of the Term.

   6. Severability. If any term, provision or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, that provision shall be deemed modified to the minimum extent necessary to make that provision consistent with applicable law and in its modified form, and that provision shall then be enforceable and the remainder of the provisions hereof will remain in full force and effect and will in no way be affected, impaired or invalidated as a result of such decision.

   7. Headings. The headings in this Agreement are for convenience only and will not be construed as a part of the Agreement.

   8. Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. Fax, PDF, and electronic signatures will be binding and enforceable as if a physical signature was affixed to the Agreement.

   9. Assignment. You may not assign this Agreement. Marvelous may assign this Agreement to an affiliate or to a successor to its business on notice to You.

   10. Amendment. Marvelous may amend this Agreement only where an amendment is required by federal, state, or local law, and will give You clear notice of the amendment and information on how to cancel before it takes effect. Any other amendment requires a writing agreed by You and Marvelous. Changes to the Concierge Services are governed by Section 1(e) and changes to the Membership Fee by Section 4(e).

By clicking “I accept”, You agree to enrollment in a Marvelous membership and to the terms of this Agreement and Schedule A. Marvelous keeps a record of Your acceptance.

Schedule A: Membership services and fees

The annual allotments above are made available in two equal parts. An “Allotment Period” is each six-month period of continuous membership beginning on the Effective Date. Each Allotment Period carries one half of the annual allotment: two (2) CarePod or in-home visits per household and three (3) video visits per member. Unused allotment does not carry over to the next Allotment Period. CarePod and in-home visits are available only within the Marvelous service area.